The Flying High Trilogy
by TheBlazingOptimist
Summary: A trilogy of MLP:FiM stories starring Dr Whooves and Derpy Hooves/Ditzy Doo, chronicling their adventures in The Running of The Leaves and the Best Young Flyers Competition, plus a pivotal event in between. Contains bits of fluffy DoctorDerpy romance. Please read and review!
1. The Race

**Hello everypony! Blaze here with my second pony fic!**

**This was thought up after watching Episode 16 of MLP:FiM, Sonic Rainboom, as it featured both Doctor Whooves and Ditzy-Doo/Derpy Hooves in non-speaking roles. It's a three parter. Yeah :D**

**The chronology of this one-shot differs from what you might be used to. For the sake of the sense of the plot, I made the first part take place during Fall Weather Friends and the second during Sonic Rainboom. Seeing as the two episodes aren't related in any big ways, this shouldn't cause too much of a rift.**

**I don't know what else I need to explain, so I guess all that's left to say is, enjoy!**

**Love,**

**Blaze x**

Part 1: The Race

"Doctor? Doctor, wake up!"

Ditzy-Doo giggled at the light brown earth pony that was asleep on the bed of her treehouse, snoring lightly.

She nudged him, and he stirred.

"Whatwhatwhat?" Doctor Whooves asked nopony in particular, slowly opening his eyes. "Oh, good morning Ditzy."

"Morning Doctor." Ditzy answered. "I made you some muffins with butter." She held up a tray full of her homemade food.

"Oh, good.", he said with a hint of a smile. "But, one question- did you bring the jam? Everypony..."

He chuckled, like he always did when having to use pony terminology, before resuming.

"Everypony knows you can't have buttered muffins without jam."

"Oh yes, of course!" answered Ditzy, opening up one of the muffins to reveal a layer of red sticky goop, some of which was dripping down the side.

The Doctor took two glances to either side of the bed, before licking the stray streams of jam and commenting; "Hmm, fruity. Is it raspberry?"

"Yes it is." replied Ditzy, laughing. "Besides, you're gonna need all the strength you can get if you're gonna win the Running of the Leaves."

The Doctor's eyes went wide. "Oh no, ohnonononono!" he said, jumping out of the bed and rushing downstairs.

"Doctor," Ditzy called. "You forgot your..."

She stopped, and looked to her left. The tray, and the muffins that were on it, were scattered across the floor.

"...muffins." she finished sadly.

"I'll save them for later!" he called back.

She sighed, and flew off after him.

When she reached the main room, she found the Doctor pacing up and down the length of the room quickly, with a worried expression on his face.

"Uh, Doctor? Are you OK?" she asked.

"No, of course I'm not OK!" he replied. "I mean, I haven't even prepared for this Running of the Leaves. You've been in Ponyville longer than me, Ditzy. What are the rules of the competition? Do you have any cheats?"

Ditzy's crossed yellow eyes went wide. "Cheats?" she echoed. "Doctor, think this through! You don't need cheats!"

"Explain." instructed the Doctor.

"Well," explained Ditzy as she'd been told to do, "if I can tell you one thing about the Running of the Leaves, it's that it involves..."

The Doctor waited patiently.

"...Running. Lots and lots of running."

He chuckled. "Ditzy..." he began.

"No, hear me out..." she interrupted. "I'll say it again- the Running of the Leaves involves lots of running."

It took the Doctor only a few moments to realize what she meant.

"And I can run REALLY fast! 712 years of chasing after big ugly evil monsters means I can run REALLY fast!" he said, galloping around the room and smiling.

"Wait, what?" Ditzy asked.

"Oh Ditzy, you're a genius!" The Doctor continued, seeming not to hear her.

"I...I am?" she asked, feeling slightly surprised that anyone would think of her that highly.

"Yes, you are!" he replied.

"Not that being a genius will help me in the Running of the Leaves..." she added sadly.

"Wait, you're participating too? he asked.

"Like I do every year." she answered. "But I always come second-to-last, no matter how hard I try."

"Oh, Ditzy." The Doctor began, walking to her side. "If you're so nervous about the race, I'll make sure that I stay close to you for as much of it as I can."

"Hm, okay." replied Ditzy.

At that moment, she caught something out of the corner of her eye. It was the clock. Striking half past twelve. The start of the race.

"Oh, no!" she said, dashing for the door.

"Ditzy, what are you-"

"Doctor, come on! HURRY!" she said, grabbing his hoof and bolting out of the door.

"Ditzy, please tell me why you're-"

"WE'RE GONNA MISS THE RACE!" she interrupted, now almost dragging him along the ground.

"Well, if that's how you're going to treat me..." He yanked his hoof out of hers, and began running as he'd done for years.

"Catch me if you can, Ditzy-Doo!" he called back with a laugh.

Ditzy willingly accepted his challenge, and began to lift off the ground, but was stopped by a warning shout- "Not yet!"

"Why not?" she asked.

The Doctor said nothing, but turned to Ditzy and winked, before charging to the edge of the hill and seemingly jumping off the end, giving a confident cry of "GERONIMO!"

Ditzy didn't quite know how to feel. A very small part of her was worrying about the Doctor's motives for doing what he'd just done, but a much larger part of her wanted desperately to try it out for herself.

"Hey Doctor, do we have catchphrases now? Is that how it works?" she asked loudly, "'Cause if we do..."

She charged towards the edge of the hill.

"MU-FFINS A-WAAAAAAY!" she cried, flinging herself off the edge of the hill and soaring into the air.

Seconds later, she was zooming down the hillside.

"Don't tire yourself out!" she warned him. "You'll need your energy for the race!"

But, luckily, energy preservation didn't seem to be a problem, as, albeit a little too soon, they were at the racetrack.

The Doctor looked around, awestruck. "Wow, I've never seen so many ponies in one place!" he exclaimed.

"This looks to be the biggest turnout in it's history!" Ditzy replied.

She then stopped and turned her head to the side.

"What's up, Ditzy?" The Doctor asked.

"Doctor, I think I see one of my friends!" she answered happily.

"Oh, good. Er, which pony are you on about again?" he asked, unsure of where this friend was.

"The one with the cutie mark of three carrots." replied Ditzy.

It didn't take him long to find the said pony.

"Hehe, ginger..." he chuckled.

"What?" Ditzy asked.

"Oh, erm, nothing." The Doctor replied hastily. "Anyway, shouldn't we, erm, be at the starting line?"

"I guess..." Ditzy answered, before flying off towards her friend.

"Hey, Carrot Top!" she called. "Hi there!"

A light orange earth mare with a darker orange mane turned around. She had big green eyes, and a particularly strange accent that the Doctor only just understood.

"Derpy!" Carrot Top called back, running to hug her pegasus friend. The only colt in the conversation couldn't help but go a little bit soft as he watched the two embrace.

Carrot broke from the hug and immediately saw the Doctor. "Um, Ditzy, who's your new coltfriend?" she asked.

"Ugh, he is NOT my coltfriend!" Ditzy answered. "He just happens to be a close friend... who just happens to be a colt."

The Doctor could sense that both he and Carrot Top were simultaneously trying to keep from doing a facehoof. Plus, Carrot had called her Derpy... why was that?

"So, anyway, what's his name?" Carrot asked.

"Oh, he's called The Doctor." Ditzy answered.

"The Doctor?" Carrot echoed. "But, Doctor..."

"Whooves." he interrupted. "Doctor Whooves." He took her hoof and began shaking it vigorously. "Pleased to meet you, Miss Carrot."

"Uh, pleased to meet you too, Mr Whooves." Carrot Top answered slowly.

So, you're a doctor, huh?" she continued.

"Yes, Miss Carrot, surely the clue's in the name?" The Doctor answered.

"Well, yes." replied Carrot, "But, if you really are a Doctor, then why in the wide world of Equestria is your cutie mark a..."

She looked to Ditzy for help.

"An hourglass." said Ditzy.

"Yeah, that." Carrot finished. "And, shouldn't you be, like, at the hospital right now, and not taking part in a race?"

She giggled. The Doctor rolled his eyes.

"To answer your first question," he said, "I'm not your average doctor. To answer your second question, well, refer back to the answer for the first."

Carrot looked utterly dumbfounded. "Anyway, have you guys got your race numbers yet? Mine's 00." She said.

"Double zero?" repeated the Doctor. "Wow, you're very lucky. We haven't even been given ours yet."

At that moment, a pink mare with a poofy pink mane and tail came bouncing by. The Doctor was sure he recognized her from somewhere, but he couldn't quite put his hoof on it. "Hi!" she said in a cheery voice.

"Oh, hello." replied the Doctor. "Have you got our race numbers?"

"Our?" echoed the mare. "Our is a plural word, right?"

"Well, yes." replied the Doctor, feeling confused.

"Well then, your brain must be in a scramble if you're saying that, because I only have one number sheet!" she replied, giggling.

She held up a piece of paper with the number 26 on it.

"Oh, that's alright." said the Doctor rather calmly, taking it from her.

He turned to Ditzy. "Ditzy, would you care to stick this onto my flank?" he said, handing it to her.

"Oh, um, of course, Doctor." she answered glumly.

The Doctor immediately realized how ignorant he'd been. "Oh, Ditzy," he began, "I'm so sorry, I really didn't mean to..."

"It's OK, Doctor." Ditzy interrupted just as glumly as before. "Anyway, the race is about to start."

"Wait, no!" he said, desperately scanning the area for the pink mare. "Hello? Miss, um, Pinkie Mare?"

No answer. "Uh, Mr Whooves?" Carrot Top asked him suddenly.

He sighed. "Yes, Miss Carrot?" He secretly wished they'd stop calling each other using those titles.

"Is that the pony you're looking for?" she asked, pointing skywards.

He looked up to see the pink mare in a purple hot air balloon, with what looked like a small purple dragon. He'd seen him somewhere before too, but he still couldn't figure out where.

"Yes, that is the pony I'm looking for." he replied, "But, I don't need her now. Ditzy will be..."

He looked over to her.

"...just fine, without a number." he finished, looking back.

The pink mare held up a megaphone and spoke. "All right, ponies," she said, "are you ready?"

The racers cheered.

"Get set..." said the purple dragon.

The racers all got into their starting positions. The Doctor looked behind. He was behind Carrot Top and in front of Ditzy. Just where he needed to be. And, two other ponies too- a rainbow haired pegasus and an orange earth pony. They both seemed familar, but he still couldn't work out why...

A loud bell snapped him out of his thoughts. The Running Of The Leaves had officially begun.

In a matter of seconds, there was one solid sound. The thundering of two dozen hooves, maybe even more, all pounding the ground. Everypony had their eyes on the prize. What the prize was, well, none of them really knew, but all of them still wanted to win it.

Without thinking, The Doctor charged.

"Doctor!" came a voice from behind, "Slow down!"

He hardly heard. Ditzy was trying her hardest to keep up with him, but he didn't seem to be taking notice.

"I'm... I'm already tired..." she said to Carrot Top, who had swerved to the left side.

"Don't worry, Derpy." Carrot replied. "Just keep going. Keep going, and don't you dare look back!"

A smile spread across both their faces. Ditzy didn't worry about whether The Doctor was looking out for her or not. Because she knew he was looking out for her. He'd always be looking out for her. Always...

Sadly, he was doing anything but. He was far too caught up in the race to care about anyone else. Besides, why should he care about anyone else? If his previous regenerations into things other than timelords were anything to go by, then this whole pony thing wouldn't last long, and this was the only chance he was going to get at the Running of The Leaves. He might as well try his best to win it.

He had powered ahead, in front of both Carrot and Ditzy, and was now in touching distance of the two front runners, Miss Rainbow Haired Pegasus and Miss Orange Earth Pony.

He felt a sudden shove in hit ribs. "Hey, watch it!" he told her.

"Uh, hello?" she said, "Can't you see I'm too busy to care?"

At that moment, it hit him. The rainbow hair, the voice, the speed! The Elements Of Harmony, Nightmare Moon, it's all coming back!

"Wait!" he called, running towards them. "Applejack, Rainbow Dash, please, wait! I have something very important to tell both of you!"

"A few apples short of a bushel?" said Applejack.

"Uhuh." replied Rainbow Dash, as the two galloped away.

"No, please, wait!" called The Doctor. But it was no use. The two leaders were now out of reach.

Well, for everypony else, at least... he thought. I can still catch up with them. That is, if I'm able to run.

And then he ran. Faster and with more passion than he'd ever ran before.

But, that turned out to be more of a curse than a blessing. As he was so focussed on running, he didn't see what was right in front of him- a log.

It only took a second for him to trip over it and fall. "Oh, how inconvinient." he said to himself. "No matter, I'll just get back up, dust myself down and start running again!"

But that wasn't the case.

Because he never heard what was creeping up behind him.

Before he knew what was happening, a horde of hooves were racing over him, trampling him, and there was nothing he could do about it.

But he didn't care. He'd been in situations like this many times before, where he'd been caught up in a stampede of feet and guns and garbled words and death and pain and sorrow.

And he'd always survived.

But this time was different.

It took a split second for everything to change.

BAM!

He felt a terrible pain at the pack of his head. Somepony must have kicked me, he thought.

Then he saw the blood, the endless stream of red, red blood. He didn't know ponies could bleed.

"Oh no." he said aloud. "Not here. Not now."

He was pleading to the emptiness.

Ditzy was feeling ecstatic. She was doing better than she'd ever done in the Running, and The Doctor was still looking out for her!

Or so she thought.

She came to a standstill when she saw a single, lifeless, light brown body lying in the dust.

"No!" she screamed, running towards him. "DOCTOR!"


	2. The Regeneration

**Hi everypony, here's the second part of the Flying High trilogy! This one is shorter than the other two, but hopefully it'll still leave as much of an impact! This chapter and the next will also be centered, to make it more "reader-friendly". **

**Love, **

**Blaze x **

Part 2: The Regeneration 

"DOCTOR!"

"Ditzy..."

Her mind was all over the place, more than usual. This was the Doctor, he was invincible, the colt she was looking at now, lying on the ground, simply wasn't him.

Wait, what was she thinking? The Doctor was just like every other colt in Ponyville, somepony had just taught him to time-travel. And, he could still get hurt, even if he did have a funny way of making sure that didn't happen often...

"Doctor, what happened?" she asked worriedly. "I didn't see that much of it."

"Well," he replied, "From what I remember, I was trying to catch up with the two front ponies, and I guess I was going so fast, I tripped. Then the rest of them came for me and one..."

"Wait a second." interrupted Ditzy. "You actually ran to catch up with the two front runners?"

"Yes." he answered. "What are you implying?"

"I'm implying that you forgot about me during the race, and was too focussed on those other ponies. What do they mean to you, anyway?" she asked back.

"Ditzy, don't you remember?"

"Ugh, no! Anyway, you're delirious! We've gotta get you to the hospital, quickly!" She hoisted him onto her back.

"WAIT!" he said suddenly. "Ditzy, take me to the TARDIS."

"What?" Ditzy said in disbelief.

"No questions, Ditzy." The Doctor answered with a slightly angry tone to his voice. "Just do it."

Ditzy swallowed hard. "Okay." she said, lifting off the ground and into the sky. She wanted to ask many more questions, but she realized that now wasn't the time. Looking back at the pool of blood and the colt that it had come from, she knew that somepony needed her help, more than ever.

Within seconds, she was powering through the air. She was desperately trying to stay straight; swerving would mean it'd take longer to get to the TARDIS, wherever it was.

She felt a tap on her underbelly, and looked behind. The Doctor was handing her his Sonic Screwdriver. "Take it." he murmured. "When we're near the TARDIS, press the biggest button on it, and then speed towards the door as fast as you can. Do you understand?"

"Y-yes, Doctor." she replied. She really didn't understand at all, why would he want her to crash into the TARDIS door?

She'd just have to trust him.

She looked over. His colours were already fading. She had to go faster, but her wings were tired.

"Doctor, I don't think I'll make it!" she called back to him.

"Ditzy-Doo, you listen here." he replied, looking her dead in the eyes. "You can make it, I know you can. Come on, Ditzy. _Just keep going. Keep going, and don't you dare look back!" _

The last words rang in her head. She gasped. He'd mimicked Carrot Top without even knowing.

"For you, Doctor." she replied. "For you..."

Her wings had been drained of almost all their power now, but she was nearly there. So close.

"C'mon, c'mon..." she said to herself. It couldn't be too far now.

Finally, she saw the blue box coming into view. She centered herself, and her teeth clamped down onto the button. There was a flash of green light and a funny sound as she pressed her eyes closed and braced herself for the worst.

**BAM! **

They both crashed through the TARDIS door. Alive.

Still a little surprised that she'd managed to survive, she rolled The Doctor onto the floor of the TARDIS. He was dangerously pale.

"Well then, old girl." he said seemingly to himself. "It seems like we've got ourselves into quite a predicament here, haven't we?"

"Uh, Doctor?" asked Ditzy. "Who are you talking to?"

"The TARDIS, of course!" he answered.

Then it clicked.

"That's it!" said Ditzy happily. "That's why you wanted me to bring you here and not to the hospital!"

She lowered her voice before continuing. "You have a special connection with this TARDIS, don't you Doctor?"

"More than you could ever know." he replied, taking her hoof. Suddenly, he fell to the floor again, wheezing and coughing, clutching his chest in pain.

"Doctor!" Ditzy supported him with her hoof. She felt like crying, but she absolutely wasn't going to show it, not in front of him. She needed to stay strong, at least on the outside.

"Ditzy." he then said to her, still writhing on the floor, "Listen to me. In about 30 seconds, something amazing is going to happen. I want you to do one thing for me- don't even try to comprehend it. It will be so fantastically unreal that your brain won't be able to fit it all in. So don't. Whoever comes out at the end will still be me, that's the fundamental thing."

"Wait, Doctor, what do you mean, whoever comes out at the end?" she asked nervously. "Did you know this was going to happen?"

"Well, not exactly." he answered."I've been through this scenario many times before, just, not in this form!"

He cried out in pain. Ditzy had to turn away; it was just too much for her to see her friend in pain.

"Ditzy, don't turn away." he ordered her, rather angrily. "Turning away equals comprehending the situation, remember what I told you about trying to comprehend the situation? DON'T DO IT!"

Ditzy had resorted to just astonished looks by now.

The Doctor had crawled to the central console. "Ditzy, I know it seems like I'm angry at you..."

"I-it does..."

"But I'm only trying to find an easy way of saying my last words, which is actually never that easy... but, I don't have very long left at all, so I'm going to say them now. Ditzy-Doo, when I first came here, I didn't know a thing about how to be a pony. You showed me the way. You told me what I needed to know. I taught you, you taught me- oh, Ditzy, it was all so perfect. You were the bestest, most wonderful, funniest wall-eyed, gray pegasus I ever knew."

The two of them chuckled briefly, though Ditzy was not-so-secretly breaking down over the issue.

"Goodbye, Ditzy." he finished. "Or should I say, see you soon?"

"But, wait-"

There was a beat of silence, before a bright orange light exploded out of his body, filling the room.

Ditzy cowered in fear, screaming. It surprised her, as it was a rather girlish scream, and also because she didn't scream much. The light was almost blinding her, but she could also just see that it was doing something else. The Doctor had been lifted high into the air, and his mouth was moving, but no words seemed to be coming out. _No, not a horror movie cliché_, she thought to herself. The light was actually blocking out his words, how could that be possible?

She was then distracted from her thoughts by a comforting fact.

He was smiling.

It soothed her mind to know that, even though her friend was being dragged slowly to his death, at least he was happy.

There was another beat, before the light flickered out and The Doctor dropped to the ground, nearly as lifeless as before.

Ditzy didn't even try to hide her feelings. She burst out crying.

"DOCTOR!"

She would have loved to find out his real name.

Then, the most amazing thing happened.

He opened his eyes.

Ditzy gasped in disbelief. "D-doctor?" she asked gently.

"Yes Ditzy?" came a voice.

It certainly wasn't his own. It was younger, and had a changing accent, between American and English at certain points.

Ditzy stifled a giggle. "Doctor, your voice..." she began.

"Oh, yes, about tha- SWEET FILLY CELESTIA!" He started to gallop around at a furious pace.

Ditzy knew that she should have been trying to calm him down, besides, it was only his voice that had changed, not his cutie mark or his coat color or anything like that. It wouldn't make him any different to her. But she was distracted yet again, by something rather disturbing.

On either side of The Doctor's body, the orange light hadn't faded.

She opened her mouth to shriek a warning, but a second before any sound came out, the lights exploded outwards, albeit in a less severe way.

He just seemed to stand still.

Seconds later, the lights stopped, and Ditzy made what was possibly the most wonderful discovery she had ever made in her life.

"WINGS!" she blurted out happily. "Doctor, you're a..."

"A pegasus!" he finished in jubilation, looking behind him just to make sure it was true. "I can fly I can fly I can fly!" he chanted happily, running around lengthways and squareways and circleways and almost every other way possible.

He then stopped, and looked Ditzy square in the face. "Ditzy, before I continue, I must ask you a very important question, possibly the most important question you will ever get asked in your life."

"Yes?"

"Is my mane, ginger?" he asked her seriously.

"Wait, what?" she said, feeling totally confused.

"ANSWER THE QUESTION DITZY!" he ordered in a genuinely angry tone.

"Uh, um, no." she answered quietly.

"Blast!" replied the Doctor, kicking the console with his hoof.

Ditzy blinked.

"And now, returning to the matter in hand-"he started again. "I can fly I can fly I can fly! Look Ditzy, look!" he said in a sing-song tone, flapping his newly found wings and lifting a little off the ground.

Yep, thought Ditzy. It's definitely still him.

Then she realised what was happening right in front of her.

"Doctor!" she called worriedly. "You really shouldn't use your wings, you've only just learnt to use them! Be careful, you might-"

She was interrupted by a loud _**clang**_ coming from inside one of the TARDIS' rooms.

"...crash." she finished.

The Doctor stumbled out. "I don't get it." he said. "If I can't even fly using my wings, then what's the point in even having them?"

"It takes time." Ditzy reminded him gently. "I remember how bad I was when I first learnt to use my wings."

Then it hit her like a tidal wave. Why in the wide world of Equestria hadn't she thought of that before?

"Hey, Doctor?" she asked. "How would you like to take part in another competition?"

His head whipped around. "Explain."

Ditzy trotted over to the swivel chair where her special satchel was lying, and reached into it, pulling out a poster.

"Best Young Flyer Competition, eh?" the Doctor said. "Sounds like fun. And, those judges look swish. Who are they?"

Ditzy leapt into the air. "Only the Wonderbolts, the best flying team in all of Equestria!" she answered. "They perform at all sorts of big events, and the moves, oh the moves!"

She launched herself into the air.

"Left and right, and up and down, and spinningspinningspinning until..."

"And you tell me to use my wings carefully!" he interrupted, springing up onto his hind legs and pulling her down to the ground. "Good golly, Ditzy!

Ditzy chuckled. "Oops, sorry Doctor. I guess I get a little carried away sometimes."

"So," asked The Doctor, "where's this Flying Competition being held? And when is it starting? I- _we _could get you there in a jiffy, couldn't we, old girl?"

The lights of the TARDIS console flashed and beeped. Ditzy involuntarily jumped back.

"Oh, don't worry." The Doctor reassurred her. "My time machine got a... _special upgrade _some time ago, and ever since she's been a lot more responsive."

Ditzy nodded. He was right, they _were _teaching each other lots.

She then remembered what he'd asked her. "Oh, Doctor? The Flying Competition's being held in Cloudsdale, in... _half an hour!_"

"Oh, good!" he replied. "So, we can get going right away, yes?"

"Well, yeah," said Ditzy, "but, one question- last time I had a flight in the TARDIS, y'know, when we ran into that Pra- Pra..."

"The Pralorn?" corrected The Doctor.

"Yeah, that." replied Ditzy. "When we travelled to where it was, we didn't move at all. You couldn't, by any chance, make that happen again, could you?"

"Ah, well, no, you see, last time we travelled, we didn't explicitly need to travel upwards. Seeing as this Cloudsdale is, well, in the clouds..."

"But Doctor, please, I hate being jolted. It makes my head feel funny!" she whined.

"Oh, don't worry about that." he replied. "We'll try to make it as painless as possible. Now, are we ready?"

"No, NO!" called Ditzy. "I'm NOT ready-"

"Brilliant!" he interrupted happily. "Cloudsdale, here we come!" He spung into the air, landing again and pulling down a lever. Ditzy was thrown to the side, and as the TARDIS spiraled upwards, she became dizzy.

"You alright Ditzy?" he called from the console.

"Er, I... I'm... not sure Doctor..."

After that, she blacked out.

"Ah, there we are." said the Doctor as the TARDIS informed him that he had arrived. "That wasn't so bad, was it Ditzy?"

There was no answer.

"Ditzy?"

He looked over. She was slumped unconscious on the floor.

"Ditzy! Wake up!" he said, running over to her and shaking her violently.

Before long, she opened her eyes. "Ugh... my head hurts..." she complained.

"Not to worry." replied The Doctor. "Nothing my sonic screwdriver can't fix." He whipped it out of his pocket and threw it up into the air, catching it in his mouth.

Ditzy didn't get why he did that.

"Yep," he confirmed after scanning her, "you should be fine, just a little shaken, that's all."

"Thank Celestia for that." replied Ditzy. "I thought I was going to-"

She stopped, her eyes focused on the windows.

"Ditzy, what's up?" asked The Doctor.

She didn't answer, she just ran to the door, bursting through it, her eyes much more alert. The Doctor followed.

"Ditzy, please tell me why you're-"

He stopped, as his eyes were greeted with the most beautiful sight he had ever seen.

"We're here." he said breathlessly. "We're finally here."

Ditzy smiled as she said, "Welcome to Cloudsdale, Doctor."


	3. The Best Young Flyers Competition

**Hi everypony, here's the third and final part of the Flying High Trilogy! This is set to be the longest of all! I'd like to say a big thank you to everyone who has read and reviewed this fic, I can't promise anything, but if an idea comes to me during an episode of MLP:FiM, I'll let you know whether it's story-worthy. **

**Oh, and, just in case you're wondering, I'm wholly ****against ****the removal of Derpy. As far as I'm concerned, her new voice is fine, but everything else... ugh. -_-**

**Anyway, enough of my ranting- enjoy the story, everypony! :D**

**Wishing you a happy life,**

**Love, **

**Blaze x **

Part 3: The Best Young Flyers Competition

"Wow." said the Doctor, stepping out. "This place is amazing."

He then chanced to look down, where he saw that he was standing on clouds. _**Pure. White. Clouds.**_

"Oh no." he said aloud. "OHNONONO!" He began galloping around.

"Doctor, what's wrong?" Ditzy asked worriedly.

"!" he half replied, half shouted. "CLOUDSONMYHOOVES! CLOUDSONMYFACE! CLOUDS. ALL. OVER. ME!"

Ditzy was frantically trying to get him to stop, when, out of the corner of her eye, she noticed a large, rounded shape drift up into view. She was strangely drawn to it, but she soon realised that it probably meant nothing, and went back to trying to help the Doctor.

"Doctor, please, listen to me..." she began. "You're a pegasus now, you're gonna have to get used to all this, if you don't..."

"Oh, SHUT UP DITZY!" he interrupted. "Can't you see I'm trying to panic?"

"Well, yeah, but..." she restarted, before hearing a voice and looking behind her to see several ponies.

"Are you sure he's alright?" asked one.

"RD, what the hay are you thinking? Of course he ain't alright, have you seen the way he's galloping? Ain't anypony gonna help him out?"

The two letters rang in Ditzy's head. _RD, RD..._ she knew that they meant something, she just wasn't sure what.

Meanwhile, the pony had stepped forward. "Sir, do you need help? Ah have apples aplenty in mah bag, do ya want some?" she asked.

"Well, at least they're not pears!" The Doctor replied.

The pony was shocked. "How come he can hear you?" asked a strangely familar, quiet voice.

"Ah don't know, sugarcube." the pony replied. "Ah guess his ears are just very well tuned."

"Well," The Doctor replied, still galloping "I don't like to brag, but..."

"Doctor, what is it?" Ditzy asked.

"It's them." he said, starting to to gallop towards the ponies. "Hey, Applejack! Rainbow Dash, Fluttershy, Pinkie Pie, Rarity! Hey!"

Their faces seemed to light up, two of them more than others.

"I knew you'd remember me!" The Doctor said happily.

"No, not you!" said Rainbow as she ran. "Derpy!"

"Rainbow Dash, Fluttershy!" Ditzy called as they ran towards each other and hugged.

"I should have known." he muttered under his breath.

"Oh, I'm terribly sorry, sir." Fluttershy replied. "Judging by your previous actions I'm guessing that you already know me, but just in case you don't, um.."

She stopped, and lowered her voice, turning her head away.

"...my name is Fluttershy." she finished extra quietly.

"Well, pleased to meet you, Miss Fluttershy." he replied. "And you too, Miss Rainbow Dash."

She chuckled. "Oh, and by the way, sorry about how mean I was being earlier." she apologised. You're a friend of Derpy's, right?"

"I guess you could call me that..." he replied, looking over to her. "But, wait... you call her Derpy..."

"It's an affectionate nickname." interrupted Dash. "And anyway, any friend of hers is a friend of ours, Mr, uh..."

"Whooves." came a voice from behind. "_Doctor _Whooves."

He turned around to see a purple unicorn with a pink and purple mane. He recongised her face, but her name had slipped his mind.

"You... you know my name?" he said in disbelief.

"Why wouldn't I?" answered the unicorn. "You're in lots of books in my library, you just might be as famous as the two allicorn sisters themselves!"

"Celestia and Luna?" he asked, remembering their names.

"Why, yes." she answered.

"And, what about Nightmare Moon? The Elements of Harmony? And that stunning Rainbow of Light?" he enquired.

The group gasped.

"You were there?" asked Rainbow Dash. "You were actually there when we defeated Nightmare Moon?"

"And Ditzy, too." he replied. "We were _both _there."

Ditzy blushed.

"It all makes sense!" declared the unicorn. "I swear I say somepony out of the corner of my eye that day, and it was you!"

She lowered her voice. "Y'know, in the books, everypony gives you this really funny nickname-"

"The Mad Colt in the Blue Box!" chorused the group, breaking into giggles.

The Doctor was half laughing, half confused. He looked to the unicorn for help.

"I read the books to them." she explained. "Oh, and, before I forget, it seems I haven't even introduced myself! I'm Twilight Sparkle, pleased to meet you." She shook his hoof.

He tipped his head. "And, just out of curiosity, is there anything else interesting that those books say about me?"

"Oh, yes!" she replied. She trotted to the centre of the area in which they were standing. "They say that you're the last survivor, the sole survivor of a far away planet, Gallopfrey-"

"Oh, this is going to be REALLY good." he commented to Ditzy, who had just flown over. "You just watch."

"-and that you spend your life travelling amongst the stars, with one or two other ponies, companions. Most were females, but there were males too- and the things they experienced, well, I couldn't even begin to say how wonderful they are..."

"Ditzy," asked Rainbow Dash, "do you know how lucky you are? You get to travel amongst the stars, with a TIME TRAVELLING PONY! FROM ANOTHER PLANET!" She spiralled into the air.

"Yes, yes." interrupted The Doctor. "That's all very well, but you do seem to be getting a little carried away, Miss Dash." He sprang up and pulled her back down. "Anyway, I have a question- we have Twilight, Fluttershy, Rainbow Dash and Applejack here, and Pinkie Pie over there, er, eating clouds. I distinctly remember six of you last time, by using common math I can see that there's only five. Where's the other one?"

"Oh, you mean Rarity?" said Twilight Sparkle. "She's-"

"HERE!" came a familar voice from behind.

The Doctor and Ditzy let out a comically unified gasp at the sight of the purple maned white unicorn, who was donning a pair of huge, glittering, almost fairy-like wings.

"Well, that was a bit unexpected." commented The Doctor, beginning to trot towards her. "Ah, Miss Rarity. You've definitely changed since I last saw you!"

She had an unsure look on her face. "Er... Twilight Sparkle, who is this again?" she asked.

"Rarity, this is Doctor Whooves. He's the colt in all those stories I read to you, remember?"

"Ah, yes!" she remembered. "May I say darling, those hats you wear are simply fab-u-lous, and the bow ties, too!"

The Doctor tried desperately to hide his blushing. "I always knew they were cool." he said to himself. "But, one thing is bothering me." he commented.

"Oh, and what might that be?" she asked.

"Well, last time I saw you, you didn't have those wings." he explained. "Correct me if I'm wrong, surely you haven't become some sort of royal allicorn over the months?"

"Oh, Heavens no!" she replied. "You see, Rainbow Dash is participating in the Best Young Flyers Competition, and up until a few hours ago she only had Fluttershy as her cheering comittee. So, Twilight Sparkle cast a spell on me that gave me these bea-u-tiful wings!" She pointed to the yellow pegasus standing a few yards away.

"Woohoo, you rock!" came a feeble voice.

"I see." said The Doctor, his brow in a furrowed expression. He then stopped. "Wait, you say Rainbow Dash is participating in the competition?"

"Well, yes." replied Rarity. "Are you?"

"Why not?" said The Doctor. "Hey, me and Ditzy could take part in it together! What do you think of that, Ditzy?"

There was no answer. He sighed. "Anyway," continued the Doctor, ""that explains you but what about-"

"I cast a spell on the rest of us that allowed us all to walk on the clouds!" interrupted Twilight Sparkle. "Well, except for Rainbow Dash and Fluttershy."

"Of course." he replied matter-of-factly. "Twilight, you certainly know a thing or two about magic. I could learn a lot from you!"

The three laughed.

Meanwhile, Ditzy was listening a little too intently to the conversation, or at least, that part of it. _A lot to learn, eh? Wasn't that what he said to me when we first met?, _she thought. _Could he be trying to... replace me? _

Just as she was about to go into mega-contemplating mode (which took her a very long time to get into) she was interrupted by a cheerful voice. "Hey Derpy!"

She recognised it immediately. "Oh, hi Pinkie." she replied. "What are you doing over here? I thought you were, um..."

"Eating clouds?" finished Pinkie. "Yeah, I'm still doing that, I've just moved to a better patch. You know, these clouds go great with some sugar." She then pulled out a shaker and applied white, almost invisible powder to the clouds.

"Wait, what?" asked Ditzy. "You just applied sugar. To clouds. THAT'S NOT EVEN POSSIBLE!"

"Well, duh!" replied Pinkie. "Why else do you think I'm doing it?"

_Pinkie Pie, _Ditzy thought. _Defying the laws of physics, one insane act at a time. _

She then heard a large gasp that snapped her once again out of her thoughts. Pinkie's head popped up from below the cloud.

"Pinkie!" Ditzy called, pulling her up and stabilising her. "Are you OK?"

"Yeah." replied Pinkie. "I just swallowed a chunk of air."

Ditzy sighed and rolled her eyes, for one second derping them more than even she thought was possible.

"Oh, and before I forget," she added, "Rainbow Dash and Fluttershy want to see you for some reason..."

Ditzy dashed off before Pinkie could finish. After a short conversation with the others, Rainbow Dash flew up to address the whole group.

"Hey guys, we've got some time before the competition. Why don't Fluttershy, Derpy and I show you around Cloudsdale?" she asked.

"Capital idea!" declared The Doctor, fluttering off.

"Sounds good to me!" agreed Twilight Sparkle, following him.

"Y-yeah, what they said!" added Ditzy, tagging onto the end.

It wasn't long before the group's destination of the day came into view. "Here it is!" announced Rainbow Dash. "The greatest city in the sky!"

The group oohed and aahed at the wonderful sight. Every building they could see was made entirely from clouds, and dozens of pegasi, the native residents of Cloudsdale, were flying around busily.

"Wait, where's Rarity?" asked The Doctor.

Everyone looked around. Her wings were sure to be a giveaway, but luckily none of them had to look very far before they spotted her admiring her wings in a nearby mirror.

"Rarity!" called Rainbow Dash. "C'mon, you don't wanna get left behind!"

She groaned. "Oh, alright then, if I must..." she grumbled, flying over to the group.

As they went, many worker pegasi commented on Rarity's wings. "Ooh, they're so beautiful!" said one.

"Why, thank you, kind sir!" replied Rarity, batting her eyelashes as if almost flirting with him.

"Be careful with those wings." warned Twilight Sparkle. "They're made from gossamer and morning dew, and they're incredibly delicate."

"Don't worry Twilight." replied Rarity. "Surely they can't get worn out by too much attention?"

"Well, not literally speaking," said Twilight Sparkle "but you don't seem to be respecting their proper use- flying."

"Oh, come on now Twilight." interjected The Doctor. "Give the mare a chance- she's only trying to savour the moment."

Rarity nodded in agreement.

"I guess I'll take your word for it..." replied Twilight.

"Ya know," requested Applejack, "since we're up here, I'd sure like to get a look at where the weather's made."

"Great idea!" replied Rainbow Dash. "Ditzy, Fluttershy, would you care to lead?"

The two other pegasi nodded and flew to the front. The others followed, eventually coming to the front of a large building. There were a group of pegasi handing out white bodysuits.

"Protection." the three pegasi said in unison, having almost defintely seen the practice before.

Most of the group got into their attire without fuss, but the Doctor and Rarity held back.

"What's keeping you two?" asked Twilight Sparkle.

"Twiliiight," Rarity whined, "this bodysuit's reeeeally tiiiight, and sooooo plaaaaain."

"Ugggh, why can't I go back to the bow ties? WHYYY?" The Doctor added.

Ditzy pushed him hard. "Doctor, please, stop whining! You're making me look bad!"

"Well, sorry." he replied. "I just don't feel like there's enough... _je ne sais quoi _about these outfits, don't you agree Rarity?"

"Oh, indeed." she answered. "Besides, there's muuch more to be done to it- even if it's just a few little rhinestones, they'd reflect perfectly off my wings..."

"And hats! And bow ties!" The Doctor added. "But most certainly hats."

Ditzy groaned. "Look, if you're so bent on looking good, there are some hats over there." She pointed to a big white box a few yards away.

"Wait, is that... are they... OOH!" He immediately ran over to the box and started rummaging around.

"Hard hats! WHITE hard hats! I haven't worn one of these in a while!" he added, putting one on, as well as a bodysuit. "How do you think I look, Rarity?"

"Simply divine, darling!" she replied, putting a hat and suit on as she did so. "What about me?"

"Absolutely fabulous!" replied The Doctor. The two laughed, and briefly flew into the air together.

"Calm down, you two!" warned Rainbow Dash. "You can't cause too much of a ruckus inside, otherwise we'll all get thrown out!"

The pair obediently came back down, both of them wanting desperately to see what was inside.

"To the weather factory!" declared Rainbow Dash. As they all walked inside, there were a multitude of pegasi working at tables, with microscopes, all wearing the same ensemble as the group.

Rainbow pointed over to a particular area. "This is where they make the snowflakes." She explained. "Each one is hoofmade. As you can see, it's a delicate operation."

The Doctor sniggered briefly. "Hehe, hoofmade..."

The others looked at him confusedly, and he stopped.

"Hey, it looks as if Rarity's got herself lost again." he then said. "Everyone look around!"

They did as he instructed, and Pinkie Pie soon spotted her, flying high above. She gasped. "Ooh, the snowflakes look even better from up here!" she said. "Doctor, why don't you join me?"

"Er, no thanks Rarity." He replied. "It looks like there's a little... disturbance." He then quickly leapt out of the way, before Rarity got her tail caught up in one of the machines. The workers were running around, grumbling and yelling.

"We better move on before Rarity ruins winter and causes a drought." instructed Rainbow. The others nodded in agreement and followed her out.

"Oh, wait for me!" Rarity called, tugging and pulling before eventually freeing herself.

"...And here's where they make the rainbows!" Dash continued.

Pinkie Pie bent over to dip her hoof into a pool of glistening rainbow liquid, but The Doctor suddenly barred her way. "WAIT!" he called, taking out his sonic screwdriver and pointing it at the liquid.

"What in the world is that?" asked Applejack.

"Ooh! Ooh!" said Pinkie Pie, jumping up and down excitedly. "I know what it is, it's a sonic screwdriver! A sonic screwdriver!"

"Correct!" answered The Doctor. "And, do you know what it can do?"

"Uh.. can it make cupcakes?" asked Pinkie.

The Doctor laughed. "Well I'm sure it could, with a little bit of tweaking." he replied, "but it can do many other things too..."

Ditzy tried to cut him off. "Doctor, please stop..." she said.

He turned to her. "Ditzy, this screwdriver can, as I was just saying, do many, many things... each to suit someone's taste."

"Someone?" corrected Ditzy. "Don't you mean somepony?"

"Ah, yes, somepony... each to suit somepony's taste..." He then burst out laughing. "Sorry about that." he apologised. "I should most certainly be getting on with the main event..."

He pointed his screwdriver towards the pool of liquid and pressed the button. Several multicoloured bubbles rose from the pool.

"Whoa!" said Ditzy. "Bubbles! Rainbow bubbles!" She laughed and flew up into the air, doing a somersault.

"Oooh, they're so shiny!" commented Pinkie.

"So beautiful!" stated Fluttershy.

"Oh, how fabulous!" said Rarity. "They even match my wings!"

"Well, blow me over!" exclaimed Applejack. "Ah haven't seen this many of one thing since the Apple family reunion!"

"Wait guys!" called Rainbow Dash. "He just made bubbles from rainbow juice... THAT ISN'T EVEN POSSIBLE! Right Twilight?"

Twilight gazed off for a moment, deep in thought, before answering. "Well, I agree with you, Rainbow- it certainly isn't possible by the laws of physics... but it certainly _is _beautiful!"

"See Rainbow Dash?" asked The Doctor, with Applejack and Twilight Sparkle standing at his side, "I've got the brains _and _the brawn on my side now- basically, your argument is invalid. Haha!"

She groaned. "Guys, shouldn't we be going now? The bubbles can wait!"

"Dashie, please let us stay a bit longer." pleaded Ditzy. "Please please pleeeease!"

The others began begging her, and as they were her friends, she couldn't exactly turn them down. "Aw, OK."

Everyone cheered. "That's brilliant, but I don't think we'll be here for much longer..." The Doctor warned.

"Why not?" asked Fluttershy.

The Doctor didn't answer, and just began counting down- "3, 2, 1..."

As soon as he finished, the bubbles all popped at the same time, turning into a cascade of glimmering, sparkling grains.

The group groaned, and began to walk away from the rainbow juice, when a low, boyish voice came from behind: "Whoa!" it said in amazement.

"Oh, where'd you get those amazing wings? I want a pair!" came another.

The group looked around to see three stocky, dark coated colts standing together. They all had floppy, short, light coloured manes which covered their eyes completely.

"Hmm... yeah, I guess I could see that." replied Rarity, flipping her mane and flapping her wings.

One of them pointed over to the group. "Hey, look, it's Rainbow Crash!"

"And Klutzershy!" said another.

"And Derpy Hooves!" finished the third. They all laughed, whilst the three pegasi blushed.

"Who are they?" asked Twilight.

"Hoops, Score and Billy." replied Rainbow.

"They were our... "friends" in Flight School." added Fluttershy.

"They tease us all the time." Ditzy finished sadly.

"What about?" asked The Doctor, who was very concerned.

"Well, y'know, little things..." replied Rainbow.

"I could never fly for long." said Fluttershy.

"My eyes have always been like this." added Ditzy.

"And, as for me... well, I was just too fast for them."

They all giggled.

"Hey Rainbow, you drop outta any flight schools lately?" asked Billy.

No answer.

"Face it, Crash- they all had too many tricks and not enough nap times for you." he continued.

"Tricks?" echoed Rainbow. "W-what, you mean like the S-s-sonic Rainboom?"

The Doctor was feeling confused for a second, before he realised that the Sonic Rainboom must share a similarity with the sonic boom of the human world... but with a rainbow? Wow!

"Ha, the Sonic Rainboom?" asked Billy again. "You have no chance of doing that, not with your useless wings! You should get yourself a pair like she has, and just forget about the trick altogether!"

The others laughed. "And, as for you, Derpy Hooves-" started Hoops.

"Ditzy-Doo! My name is Ditzy-Doo!" she tried to interrupt.

Hoops continued. "...as for you, I predict that you're gonna be on the sidelines again, just like last year, and the year before that, and the year before that..."

"I bet you wouldn't be able to fly an inch, not with your derpy eyes!" said Score.

That was when the Doctor cracked. He couldn't take the way his friends were being insulted. He had to stand up for them.

"Right." he said to himself, although he knew the others would be able to hear him. "I can't let this happen to you."

"Wait, Doctor, what are you doing?" asked Ditzy.

"Saving your flanks!" he replied, trotting towards the three colts.

"What the hay is he on about?" asked Rainbow Dash.

Ditzy looked to her and shrugged.

"Well then," The Doctor began, "it looks like some neighsayers have entered the competition. This shall be fun."

"You're crazy." remarked Score.

"No, not crazy." corrected the Doctor. "Mad. I _am_ The Mad Colt in the Blue Box, after all."

"Why are you even talking to us?" asked Hoops.

"Because," replied The Doctor. "I saw that you were insulting my friends. And, trust me, no one insults my friends."

He was now wearing a furious snarl.

The three colts laughed. "Whoa there, don't get your wings in a tangle!" Score said jokingly.

"Anyway," added Hoops, "why should you be affecting anything? You're just a pegasus colt with a weird cutie mark and a messed up brain!"

The Doctor laughed. "Oh, I think you may be forgetting something." he said.

"What?" asked Hoops.

Without saying a word, The Doctor reached into that strange-but-nonetheless-still-there pocket of his and pulled out his sonic screwdriver.

"Ooh! Ooh! He's got the screwdriver, he's got the screwdriver! He's got the-" Pinkie's words were then muffled by an orange hoof.

"Quieten down!" hissed Applejack. "Let him do whatever he has t' do."

"A screwdriver?" asked Score. "What are you gonna do with that, undo the bolts in the Cloudisseum and make them come crashing down on us?" The three colts laughed again.

He groaned. "You know, this isn't just an ordinary screwdriver. It's a sonic screwdriver. My sonic screwdriver. It's silver, and it's shiny, it has a flashy green light at the end of it and it's capable of doing several flippy-flappy tricks which I really quite enjoy." He demonstrated one of them.

"What's your point?" asked Billy.

"My point, is not a point," replied The Doctor, whose angry snarl had now been replaced by his trademark mischievous smile, "but in fact two words- brace yourself."

He pressed down onto the screwdriver's button, and as the green light and funny sound kicked in, Score shrieked- the clouds had disappeared from underneath his hooves, and he was now plummeting downwards.

The air fell completely silent.

"Ooh! Ooh! He's got the screwdriver, he's got the screwdriver! He's got the-" Pinkie's words were then muffled by an orange hoof.

"Quieten down!" hissed Applejack. "Let him do whatever he has to do."

"A screwdriver?" asked Score. "What are you gonna do with that, undo the bolts in the Cloudisseum and make them come crashing down on us?" The three colts laughed again.

He groaned. "You know, this isn't just an ordinary screwdriver. It's a sonic screwdriver. My sonic screwdriver. It's silver, and it's shiny, it has a flashy green light at the end of it and it's capable of doing several flippy-flappy tricks which I really quite enjoy." He demonstrated one of them.

"What's your point?" asked Billy.

"My point, is not a point," replied The Doctor, whose angry snarl had now been replaced by his trademark mischievous smile, "but in fact two words- brace yourself."

He pressed down onto the screwdriver's button, and as the green light and funny sound kicked in, Score shrieked- the clouds had disappeared from underneath his hooves, and he was now plummeting downwards.

The air fell completely silent.

"DOCTOR!" Ditzy shouted. "WHAT THE HAY DID YOU JUST DO?"

He didn't answer. He was now laughing hysterically, just as Score re-emerged from the cloud.

"What was that for?" Score asked angrily.

"I was just teaching you a lesson." The Doctor replied. "Some people are stronger then they look, you know."

"Oh really?" asked Hoops. "Then you won't mind competing in the Best Young Flyers Competition?"

"Not at all!" he replied confidently.

Billy then leant over to Hoops and whispered something in his ear. _Probably another lame insult_, The Doctor thought.

"And, what about your friends?" added Billy. "Surely Rainbow and Der- I mean, Ditzy, can put on a show?"

"Why, of course!" The Doctor answered immediately. "The more the merrier, as they say!"

He looked back at the group. Their faces were riddled with shock.

Ditzy began charging towards him. Her two friends were holding her back.

"Derpy, stay calm!" said Rainbow. "He mustn't have known that you didn't want to be in the competition! "

"You can't be angry at him for something he didn't know!" added Fluttershy.

"BUT HE DID KNOW!" Ditzy replied loudly. "HE'S SEEN ME FLYING! HE KNOWS I DON'T DO IT STRAIGHT!"

Twilight Sparkle turned from the brawl to face him. "Is there any way you can withdraw her from the competition?" she asked.

The Doctor shook his head.

Ditzy seemed to hear them above all the noise. "I REALLY HATE YOU RIGHT NOW!" she screamed at him, before flopping down in a heap.

"Um, Derpy..." Fluttershy said almost inaudibly.

Nopony heard her.

"Derpy..." she said, a little louder this time.

Again, no reaction.

She took a deep breath. "DERPY!" she shouted.

Everyone looked to her. "Uh... c'mon now, everypony. Why don't we go see how clouds are made?"

Everypony began to walk to the cloud factory, except Ditzy, who was sat on an otherwise empty cloud, sulking.

"Don't listen to them, Derpy." advised Fluttershy. "You're gonna win that competition for sure! And, besides, do you see Dashie being huffy?"

"No." Ditzy replied flatly.

"Exactly!" said Fluttershy. "Dashie's always been your role model- do you really want to stop being like her now?"

"I guess not." replied Ditzy.

"Good! Now, how about we go and see the others, huh?"

Ditzy didn't move.

Fluttershy sighed, picked Ditzy up, and flew her to the cloud factory.

Ditzy thought it couldn't get any worse, but, as per usual, she was wrong. As Fluttershy landed and put her down, she saw that everypony in the factory was looking at something- somepony- Rarity, who was flying high above the workers.

"Go ahead everypony." she said. "Photos are encouraged."

Twilight groaned. "Rarity! We're supposed to be helping Rainbow Dash relax, remember? Put your wings away and stop showing off!"

Rarity scoffed. "Twilight, honestly! How can you ask me to put away such...perfection?" She cried out in joy as her wings caught the beam of the sun and glittered across the factory.

The Doctor interjected once again. "I don't feel that bad." He immediately regretted these words afterwards, seeing how his friends were coping.

Twilight then looked over to the two participating pegasi. "Girls, are you OK? Neither of you look that good."

Ditzy didn't see what was wrong for a moment, until she looked to her right and saw Rainbow Dash, her usual role model and best friend, cowering in the corner, wide-eyed and shivering with fright.

"I'm just... angry." replied Ditzy. "I'm not moving from this spot, do you hear? NEVER!" She gave a feral growl.

"Well, good for you, Derpy!" added Rainbow Dash, who was now panting frantically. "Why wouldn't I be OK? Everyone's so in love with Rarity's wings that they won't even notice when I totally blow it in the Best Young Flyer's Competition!"

The girls were now both in a downward spiral of depression, anger and low-self esteem. Twilight Sparkle, who was usually the one pony that could bring together friends in a moment of crisis, didn't have a word of encouragement, so she looked to her newly appointed second in command- The Doctor.

Unfortunately, his usual wit and intelligence was nowhere to be found, as he was busy supporting Rarity, the catalyst of the situation. He cheered. "Woohoo! You go, mare! Work it, yeah!"

For Twilight, she'd now entered, in her opinion, one of her most vulnerable states- the one in which she had no control over any of her friends, or the environment around her. The last time this had happened, Pinkie Pie had been there to help, but she had somehow pulled out a box of popcorn, and began eating it. No help to be given there.

Then came the most fatal blow- that of agreement, from a purple pegasus, with puffy pink hair and a rainbow cutie mark.

"Hey, I've got an idea!" she announced cheerfully. "YOU should enter the competition!"

"Yeah!" agreed an old grey pony standing next to her. "I could watch you fly all day long!" She chuckled.

"Well," contemplated Rarity, "there really isn't anypony who uses their wings quite like me. Perhaps I should compete."

"WHAT?" Ditzy and Rainbow Dash said in unison.

"Rarity!" called Twilight. "You can't do this! It'll hinder everypony's progress!"

"Everypony?" echoed Rarity. "I don't think everypony minds..."

Twilight immediately glanced over to The Doctor, who was cheering wildly. "YES! RARITY! WOOOO!"

Twilight groaned and rolled her eyes. She then turned to the girls.

"What am I gonna DO?" asked Rainbow Dash. "I'll never win the competition now..."

"Well, so much for you and all your little aspirations!" retorted Ditzy.

Twilight gasped. Rainbow and Derpy had always been best friends... so why had Derpy just talked to her so meanly?

"I'm leavin' you losers." she then declared, flying up into the air, before adding coldly, "Especially YOU, Dashie." She spat and turned to leave.

The Doctor had only just finished getting excited about Rarity's wings when, out of the corner of his eye, he saw a pale grey shape exiting the factory.

"No. NONONONO!" he shouted, bolting towards it. "DITZY!" he called desperately. "Please Ditzy, listen to me!"

No reaction.

He kept on pleading with her for about 5 minutes, constantly pursuing her, with no luck.

Another 5 minutes, and chasing her didn't seem to be doing much. There was only one other option- he had to grab her tail.

He didn't want to hurt her, but it was the last resort. It was either that, or everypony's dreams being crushed.

"Ditzy?" he called quietly.

"What is it, Doctor?" she replied scornfully.

"This might hurt just a little bit..." he warned softly. He turned his head away and, as gently as he could, clamped onto her washed-out yellow tail with his teeth.

"OW!" screeched Ditzy, who was flailing madly, trying to get away. "Doctor, LET GO OF ME!"

"Ditzy... you have to come down." he said firmly. "You've already been entered... if you leave now..."

"...my spot will be taken by somepony else, I know." she finished.

The Doctor sighed. "Ditzy... think about this... "

He took a deep breath. "How long have you been bullied for?" he asked.

Ditzy whipped around. "What?"

"How long have you been bullied for?" he repeated, slower and firmer.

"I... I don't really know..." she replied, turning her head away and speaking quietly.

"You don't have to lie to me, Ditzy." The Doctor said, both comfortingly and with an air of authority. "How about you tell me when it started, and we'll go on from there?"

"Well, um..." She was now almost as quiet as Fluttershy. "I guess... it started when I was a filly."

"Okay... what sort of stuff did they say to you?"

"Mean things... about my eyes..." She gave a quiet sigh as her eyelids drifted shut, trying to force back the bad memories into the dark corners of her mind that they came from.

The Doctor could see Ditzy was being hurt, so it pained him inside when he had to say the words "Go on."

She took a deep breath and reopened her eyes slightly, looking downwards. "They... they told me that I was a freak." she explained. "They said that I'd never be able to do anything, all because of my stupid derpy eyes..." Her voice was quivering madly.

"But you must have had some friends, right?"

"Yeah..." replied Ditzy. "But most of them left me. After the rumours came around, they abandoned me... apparently I wasn't popular enough for them..."

She looked up. "Do you know?" she asked, her eyes heavy with unshed tears. "Do you know what it feels like to have everypony who used to be your closest friends, turning their backs on you just because of one little lie? DO YOU KNOW?"

The last shout hit him hard. He swallowed and asked, as cheerfully as he could, "Which version of the story do you want?"

"All my life," Ditzy said sadly, the tears now waiting for their moment to flow, "I've gained and lost friends. I'm really worried that, if I mess up the Flying Competition, all my friends will think I'm stupid and... Oh, Doctor!"

She ran straight into him, bursting into tears that soaked his stomach. "I'm so s-s-sorry.." she stammered, shuddering continously.

"No, no..." he replied, gently pressing his head against her ears, "_I'm _the one that should be apologising, not you..."

He paused, and looked around, before continuing. "Ditzy-Doo, you listen here." he instructed. "Now, do you remember the first rule I told you?"

"The Doctor l-lies..." answered Ditzy, briefly breaking into a smile.

"Good." he replied. "Because, I want you to know that, what I say next is not a lie. At all. Ditzy-Doo, I'm _never _going to leave you. All of what I said during my regeneration was true. I wouldn't leave you, not even for the most popular ponies in all of Equestria... "

"Th-thankyou..." stuttered Ditzy, who now had her eyes closed. "You're such a good f-friend."

"You're welcome..." replied The Doctor, who was smiling. When he was sure that Ditzy wouldn't be startled, he unfolded his wings, those two vast brown arches, and wrapped them around his companion's body. To his surprise, Ditzy reciprocated, in turn wrapping her wings around his body.

He smiled even more, and, looking to see that nopony was around, nuzzled into the area the gap between Ditzy's head and body had left. Ditzy groaned as he tried to find a spot, wriggling and tossing her head.

"Ssh... you're just fine...ssh..." The Doctor reassured her, rubbing her body slowly with his wings and head. He spent several more minutes soothing her, as her sobs got quieter and quieter, before turning into hiccups, and eventually nothing at all.

Scenes from countless rom-com films flashed through the Doctor's mind. He knew that, at this point in the movie, after all the humour and drama had been and gone, this was the moment when they were meant to kiss. He'd always been afraid to admit romantic feelings, not just for Ditzy, but for all of his companions, human or otherwise. That procrastination had come back to haunt him on many occasions- besides, it was only through a duplicate that he was able to complete his message to Rose all those years ago. He was determined not to have that happen this time, but, Ditzy was a pony- if they ever did fall in love, and his pony form faded- oh God, that would mean one of those tearful goodbye ceremonies, wouldn't it? Having flashbacks to the sobbing pegasus he'd seen moments ago, he dreaded to think what it would be like, saying goodbye to his best friend- and, by then, perhaps lover- for the last time. Seeing those tears streaming down her face... Not realising what he was doing, he let out an involuntary cry.

"Doctor?" Ditzy asked quietly, still nuzzled into his side. "Are you OK?"

"Yes, Ditzy." he replied, trying to not give away any hints of weakness.

"Are you sure about that?" she asked. "If you're hungry, I can get some muffins out of my saddlebag... raspberry, your favourite..."

The Doctor laughed. "Thank you for the offer, Ditzy, but I'm not that hungry right now... anyway, why are you even talking? Get back to hugging me, you silly filly!"

Ditzy giggled, before nestling back into his side, where she stayed for an extra few minutes. Both of them knew these moment were unnecessary- Ditzy had stopped crying now- but none of them wanted the moment to end. This was their time. Nopony else was going to stop them.

But that didn't mean they wouldn't be stopped by themselves...

Ditzy stopped, lifting her head from The Doctor's body and folding in her wings.

"Ditzy?" he asked tiredly, still not quite awakened from the fabulously peaceful, dream-like state he'd just been in. "What's wrong?"

"Somepony is watching us." Ditzy replied seriously.

The Doctor's eyes widened. "We need to evacuate."

Ditzy giggled again. "Doctor, it isn't THAT urgent..."

"Ditzy! If somepony is trying to rat us out..." he began, before being interrupted.

"Doctor, they're not here to rat us out." replied Ditzy. "They're my best friends!"

"WHAT?" shouted The Doctor. "PLEASE DON'T SAY RARITY AND THE GANG ARE HERE!"

Ditzy smiled. "No Doctor, not those ponies. These are my friends!" She pointed over to the right, where, in the air a few yards away, were two pegasi- one was bright yellow, with a darkish pink puffy mane and tail and an umbrella cutie mark, whereas the other was a darker shade, with a light green mane and tail, styled similarly to Ditzy's, and a raindrop s cutie mark. They both waved and smiled.

"Who the hay are they?" asked The Doctor, not aware that he was now using pony terminology without a second thought.

Ditzy didn't answer, instead fluttering over to them. The Doctor followed, realising that he wasn't going to get his answer any other way.

"Doctor, these are my friends, Showers and Raindrops. We work together in the removal company."

"A removal company, eh? Definitely sounds more rewarding than my last companion's job..."

"Ooh, what did they do?" asked Showers.

The Doctor wanted to back out of answering, but the three pegasi were now looking at him intently, there was no way he could turn them down.

So, he just reverted back to the tried, tested, and mostly trusted "Uh... I'll explain later."

The three pegasi sighed, as The Doctor smiled. "Anyway," asked Raindrops, "Derpy, we heard you were taking part in the Best Young Flyer's Competition?"

"And you would have heard correct!" Ditzy answered, beaming.

"So, I'm guessing news passes quickly in Cloudsdale?" asked The Doctor.

"And in Ponyville too!" added Raindrops. "In fact, the whole of Equestria is one big family!"

"Wait... does this mean the whole country knows... about me?" The Doctor asked again.

"Well, I don't know." answered Raindrops. "What do you think, mares?"

"I don't know anything on the subject either," replied Showers, who had an incredibly posh voice, "But what I do know is that, Derpy, YOU should be helping out Boss a lot more! We're losing bits because of you!"

Raindrops groaned. "Showers, please stop trying to change the subject!" she said angrily. "It's not our fault that me and Derpy both have a slight case of butterhooves!"

"You and Derpy injured Twilight Sparkle!" accused Showers.

The two pegasi were now getting extremely close to each other. Ditzy was the one to pull them apart.

"Mares!" she called. "You're both at fault. You, Showers, for changing the subject in the first place, and you, Raindrops, for trying to continue the argument!"

Both pegasi sighed and stepped back. Ditzy nodded and flew back to her previous spot.

The Doctor bent over to Ditzy. "Does this sort of thing happen often?" he asked.

"Unfortunately." answered Ditzy. "Luckily Boss never finds out about it... good job too, if he did, one of us would be fired!"

She gestured over to a burly brown pegasus colt, with a stubbly beard, yellow hard hat a orange jacket. He was supervising the worker pegasi.

"Afternoon, mares!" he called, his face not quite smiling,

The three mares waved at him and smiled back.

He looked over to the Doctor. His eyes were ice blue, and piercing. He could tell he didn't want another stranger colt hanging around his workers.

"Um, Ditzy, shouldn't we be going back to the others now?" he asked.

"I guess so..." she replied. She turned to her friends. "Mares, I have to go. You'll be watching the competition, won't you?"

"Of course!" replied Raindrops.

"We'd never leave you hanging, Derpy!" added Showers.

"Wonderful!" said Ditzy. "I'll see you two later, then!" She began flying off.

"Bye Derpy!" they called. "Bye Doctor!"

As they walked away, The Doctor felt quite at ease with his situation. Ditzy had stopped crying, the gang would surely be back to normal soon- everything seemed _perfect. _

_Oh no. Perfect. _

Every time that word was mentioned it was always followed by-

"Attention Cloudsdale!" came a booming voice from the speakers. "Would Doctor Whooves and Miss Ditzy-Doo please come to the waiting area, that's Doctor Whooves and Miss Ditzy-Doo to the waiting area please! Thank you!"

"Doctor..." Ditzy said, looking to him with worried eyes.

"Keep calm..." he reminded her as they flew towards the entrance. "I'm sure everything will be..."

He stopped speaking as soon as they stepped through the door. As they were each given a number, inside the sea of competitors they saw Rainbow Dash, shivering with fright once again.

"Dashie!" Ditzy called. "Why are you so... shuddery?"

"Derpy, keep your voice down!" Rainbow Dash warned. "I don't want them to put me on too early..."

The Doctor groaned. _Just what I needed, _he thought. "Um, excuse me?" he asked a sea green pegasus. "Are there any changing rooms around here?"

The pegasus nodded, and pointed to a door a few yards away. The Doctor tipped his head in thanks, before walking towards the door and knocking. "Is anypony in there?" he asked.

Quick as a flash, Rarity popped out. "Oh, Doctor. Please excuse my timekeeping, but I'm going to be quite a while." She then shut the door in his face.

"Charming." he said to himself.

A loud voice came from outside. "Fillies and gentlecolts!" it said, "Please rise and join me in welcoming our beloved Princess Celestia!"

The Doctor peeped out from around the corner to catch a stream of royal fanfare and a thunderous applause, as, taking her place in the stadium, surrounded by two guards, was the monarch herself.

"Please welcome our celebrity judges for the Best Young Flyer Competition- as always, The Wonderbolts!

All the pegasi in the waiting area cheered as a group of ponies, dressed in blue uniforms and goggles, zoomed across the sky, eventually landing on their own podium.

Ditzy and Rainbow Dash were two of the most excited. "GO WONDERBOLTS! GO WONDERBOLTS! GO GO GO!" they chanted in unison, flying around.

The Doctor chuckled. He clapped and cheered as enthusiastically as he could, but really he was just happy that his friends had been given a moment of respite from their current states.

"And now, let's find out who will take the prize as this year's best young flyer!"

That seemed to be the cue for a beige pegasus, with a poofy orange mane and tail, to begin speaking. She was wearing a light pink blouse, glasses, and an earpiece. She also had a distinctive New York accent.

"OK contestant number one, you're up." she said.

Rainbow Dash shrieked.

The Doctor and Ditzy looked over at their numbers. They were number 5 and 15 respectively. Dash was number 2, and visibly distressed about it.

After she had finished her performance, the pony spoke again. "OK number 2, let's go!"

Ditzy saw her running towards The Doctor, whose back was turned. She sped towards her, blocking her way. "Dashie, what the hay are you doing?" she asked.

"What does it look like I'm doing?" replied Rainbow Dash.

There was a pause in conversation as Ditzy thought.

"On second thought, don't answer that." she said. "I'm.. I'm switching around everypony's numbers."

"Why?" asked Ditzy.

"Because, I don't wanna go on too early. I don't wanna go on at all!" she replied worriedly.

"Well, The Doctor and I feel the same way!" Ditzy explained. "You see, I can't go out there on my own- I need him with me. I've devised this special routine, it has music and everything! But you have to promise to tell nopony."

"Pinkie Pie promise! Cross my heart and hope to fly-"

She was interrupted. "No, silly! Not a Pinkie Pie promise..." Ditzy turned around, twisting her tail with Rainbow's. "A _pegasus _promise."

"I gotcha." replied Rainbow Dash. "_Pegasus _promise."

Ditzy bent over and whispered her plan into her friend's ear. "Awwww." Rainbow said. "In that case, I'll go take one from somepony else. Good luck, Derpy."The two hugged, before starting to go their separate ways. Out of the corner of her eye, Ditzy saw Rainbow Dash changing the number of several pegasi. She turned back to her and winked, before nervously continuing her job.

"OK number four, time to go!" said the beige pegasus.

Rarity popped her head out of the door again, this time with her face covered in a mud pack and her mane up in rollers. "I'm number four," she said, "and I need just one more itsy-bitsy minute. Be a dear and have somepony go ahead of me, hmm?"

The beige pegasus sighed. "Look," she said exasperatedly, "I don't care who it is, but somepony's gotta go on!"

"LET'S DO THIS!" shouted a reddish-brown pegasus with a yellow mane, who quickly sped out into the arena.

"Ah, nothing like a good bit of enthusiasm..." The Doctor commented calmly.

Everypony else was baffled about how on earth he managed to keep his composure at a time such as this.

Ditzy was about to go into mega-contemplating mode once again, when she saw a familiar, light blue shape creeping up behind her. She whirled around, trying to catch Rainbow in the act, but before she could, she looked over to see that her number had been changed.

"It's for the best!" whispered Dash, as she crept back to her previous spot.

Ditzy was very confused. Feeling rather shaky, she looked around, before peeking out to where her friends were. Raindrops and Showers were there, just like they'd promised, and of course Fluttershy, Twilight, AJ and Pinkie were cheering them on... and Billy, Hoops and Score were there too. _Oh no..._

She could hear them speaking. "I loved number six." said Twilight. Doing fifteen barrel-rolls in a row can't be easy."

"My favorite is number three." said Fluttershy. "She just looked like such a nice pony."

Ditzy smiled, wondering whether her worry was really a worry at all.

Then Applejack spoke. "Hmm... wonder how come we haven't seen Rainbow Dash, Rarity, Derpy or The Doctor yet? The competition's almost over."

That brought her back down with a bump.

It didn't help that the beige pegasus had began to speak again: "Number fifteen, let's go!"

"No, wait!" called Ditzy. "I can't go on yet!" She looked over to The Doctor, who gave her an apologetic gaze.

"Please..." she whispered.

Then, Rainbow Dash spoke. "Derpy, if you're so worried..." She paused. "Then I'll go on before you, with Rarity."

"But this is the last performance!" exclaimed the beige pegasus, who had clearly been listening in on the conversation. "I've never done this before but... two pairs of ponies will have to go on at the same time."

Nopony knew what to say.

"You'll just have to make sure you keep an equal distance away from each other. Oh, and that you're all ready. Music, costumes..."

"Speaking of which," added The Doctor, who had been suspiciously quiet for the last couple of minutes, "does anypony know where Rarity is?"

There then came a voice from the changing room, as the door opened. "Did somepony call?"

There in front of them, was Rarity, adorned in heavy makeup, a bright, feathery outfit, and of course, her giant wings.

"So, Doctor... what do you think of my costume?" she asked, coming rather close to his face. "Do I look fabulous or do I look fabulous?"

"You look f-f-fabulous..." he replied shakily. "A-absolutely fabulous..."

"Well," said the beige pegasus, "that's the costumes sorted- now I just need your music choices..."

"Ah, yes, about that." Rarity interrupted. "Rainbow Dash, I hope you don't mind, but I took the liberty of changing our music. That "rock and roll" doesn't really match my wings."

She groaned. "What music are you having, Derpy?" she asked.

She shrugged. "I don't know... Doctor, do you have any ideas?"

"Well, I guess I have one..." he replied, before running off.

"Where are you going?" asked Rarity.

"You'll see!" he replied.

When he eventually found his way to the back of the waiting area, where the music was being stored, he began to rummage around in that miraculously invisible pocket of his. He'd always kept a collection of records in the TARDIS, and back when he was in his human form, he'd regularly transfer a few of them to the pockets of his jacket, so he could look at them, and be able to hear the wondrous tunes in his head. Now in his pony form, the records seemed to have manifested themselves in his invisible pocket.

Like always, he didn't know which ones he had picked, so the whole thing would be based on a lucky-dip format. He just hoped it would work, for the mares' sake.

It didn't take long before he pulled one out- _Closest Thing to Crazy, by Katie Mareua. _He laughed- that was secretly one of his favourite songs. He looked over, seeing that there were two gramophones on the table, stood side by side, with one already holding a record, probably the one Rarity was talking about. He carefully laid the record onto one of them, before gazing it it for a few seconds, hoping that it and the piece that Rarity had chosen would merge perfectly. He then walked back to Ditzy and the others.

_Time to face the music. _

"Doctor, there you are!" Ditzy said. "Are you ready now?"

"Completely." he replied. He turned to Rainbow Dash and Rarity. "Good luck, mares," he said, shaking their hooves- "and may the best team win!"

With that, they all flew out into the arena. The announcer pony's voice blared out over the speakers: "And now, for our final competitor of the day, contestant number fifteen! Uhh... And apparently contestant number four... and number five... and number fifteen? Oh heavens!"

They took their places, as the two tracks started. The Doctor's first hope had gone to plan- both the tracks were perfectly matched.

Him and Ditzy were both staring into each others' eyes for a few minutes, before the obvious became apparent- none of them had any idea what routine they were meant to be dancing to.

The Doctor gave her a prompting look. Ditzy looked away nervously. _Oh no, it's all going-_

Before he could finish his thought, he felt himself being twirled around. "I had this in mind!" whispered Ditzy.

He heard the lyrics starting:

_How can I think I'm standing strong, _

_Yet feel the air beneath my feet? _

_How can happiness feel so wrong? _

_How can misery feel so sweet? _

He looked over to Rainbow Dash and Rarity. The former was struggling to get most of her tricks right- they _had _been originally set to rock music, after all- whilst the latter was pirouetting and fluttering like she hadn't a care in the world.

_A little like us,_ he thought. As the next part of the verse kicked in, him and his companion were rising higher into the air, still entwined:

_How can you let me watch you sleep, _

_Then break my dreams the way you do? _

_How can I have got in so deep? _

_Why did I fall in love with you? _

He was being spun continously. Ditzy had a smile on her face... The Doctor was desperately trying to hide his as the chorus came:

_This is the closest thing to crazy I have ever been _

_Feeling twenty-two, acting seventeen, _

_This is the nearest thing to crazy I have ever known, _

_I was never crazy on my own... _

_And now I know that there's a link between the two, _

_Being close to craziness and being close to you. _

There was a brief interlude before the next verse. That was when The Doctor decided he was somewhat letting everypony down by not giving the routine his all, even if he didn't know it in the first place. He put his arm (slash appendage that didn't really have a name) around Ditzy's shoulder, waltzing with her as the verse was being sung:

_How can you let me fall apart? _

_Then break my fall with lovin' lies. _

_It's so easy to break a heart, _

_It's so easy to close your eyes. _

Ditzy had never been the most graceful of ponies, but as the verses came and went, she span like she had been taught by an expert. The Doctor was very proud. He could hear the three colts mocking her and Dash from behind, but even through that, she was staying strong.

For Dash, however, it was quite the opposite. She'd divided her routine up into three phases- the first two had failed, and she was now on the third, and the most important- the Sonic Rainboom.

Rarity was also on her finale, which sounded quite dangerous- The Doctor had gone to the Sun and beyond many times before, and he had seen firsthand the destruction it could cause.

He sighed. Why do I have to be such a worrier? he thought. I'm sure Rarity will be able to handle herself just fine.

After talking himself out of a fret, he instead focused on the next lines of the song, which had been humorously ponified:

_How can you treat me like a filly,_

_Yet like a filly I yearn for you?_

_How can anypony feel so wild?_

_How can anypony feel so blue?_

At this point, everypony was preparing for their respective finale- Rainbow Dash was nervously setting up for her Sonic Rainboom, Rarity was beginning to float up to the sun, and The Doctor and Ditzy? Well, they weren't really preparing for anything- as the final chorus began, they were pressed close to each other, in sheer awe of the power of their wings.

"Doctor... look down..." Ditzy said quietly.

"Are you crazy?" he hissed.

"No!" Ditzy replied. "Just do as I say and look down."

He nervously obliged, his eyes slowly meeting the great void below. Gulping, he looked back to his companion.

"Scared?" Ditzy asked.

He nodded.

"Funny," she replied, "I thought you flew around for a living?"

The Doctor laughed nervously. "Yes, but that's inside a box!"

"Didn't you tell me you were up for trying anything new?" Ditzy asked him again.

"Well, yes, but..." He looked around, trying to find anyone, anything to base his excuse on. His eyes once again caught below. Just a few minutes ago it had been nothing, just a huge gap into which he was praying not to fall. Now, it, and the two ponies, had now become part of a huge shrine, to the wonder of pegasi wings.

"Do you know what we're doing, Doctor?" Ditzy asked quietly.

He looked back to her with inquisitive eyes, clinging onto her for dear life.

"Flying." she whispered. "You are... _we _are..._ flying_."

He looked around again, for a simple reality check, when he noticed that now they were both almost level with Rarity. The sunbeams were framing them perfectly, and they were bathed in its warm light. The Doctor slowly let go of Ditzy, as Cloudsdale's beauty overtook him.

They both smiled, looking over to their finery-adorned friend, who was panting in the light of the sun. "Look upon me Equestria," she announced, "for I. Am. Rarity!"

The crowd oohed and aahed, as the sunlight caught her wings and was reflected in rainbow colours across the stadium.

Even the competing pegasi stopped to admire it, before being distracted by a fizz. Seconds later, Rarity's wings popped out of existence.

"Doctor!" Twilight called from the stands. "Her wings evaporated into thin air!"

"She got too close to the sun..." he explained flatly to himself. "And now..."

Rarity suddenly screamed, plummeting through the air.

"She's falling! To her death! And I should save her!" he finished, following her quickly.

"Doctor, what are you doing?" called Twilight. "You're putting yourself in real danger!"

"Danger is my life!" he called back, rocketing through the sky at immense speed. He'd never flown so fast... he almost thought he could break the sound barrier, but that was Rainbow Dash's job. Where was Rainbow Dash, anyway?

He didn't get a chance to think that through, as, flowing past him in a slick formation, were The Wonderbolts. _Heh, an air force and a celebrity troupe..._

He thought all the distractions were over, he could now focus on saving the mare who adored him so much.

_**WHOOSH!**_

A blur of colours sped past his view- oh, so that's where Dash was.

"Hold on Rarity," she called out, seemingly not seeing The Doctor. "I'm coming!"

"Not if I can get there first!" The Doctor shouted. He began powering through the sky again, constantly on the tail of the living, breathing lightning that was Rainbow Dash.

Though, in hindsight, maybe he got a little too close, as before he knew it, he had been pinged backwards through the sky. He shook himself back to reality, where he saw Dash's mischievous, grinning face and hot pink eyes. "Catch ya later, time pony!" she said, before speeding off.

"Rainbow Dash, you come back here!" he said, flying off after her.

What with Rarity, Dash _and_ The Wonderbolts now being involved, this was becoming quite a hard chase for The Doctor. Running fast was easy- flying fast was a whole different story.

The former was still screaming, and flailing wildly. Two of the Wonderbolts' flying glasses had kicked off, and the unfortunate third had been kicked in the face and was now unconscious.

_I just need to grab her tail, exactly like I did with Ditzy, _he thought. He was inching closer and closer to her, the strands of colour directly in front of his face, he was almost there, when all of a sudden-

_**BOOM!**_

The Doctor was thrown back by a wave of colour and sound, that radiated all across the stadium.

"Rainbow Dash..." he panted, "W-was that the Sonic R-rainboom?"

He couldn't quite see her fully, but, as she dived down to save her friend, he was sure he could see Dash giving him an approving nod.

He watched from his spot as she swooped down, grabbing Rarity and all three of the Wonderbolts.

Everypony in the crowd was agape, except, rather surprisingly, Fluttershy. "A sonic rainboom!" she screamed. "She did it! She did it! WOOO!"

He looked back to Ditzy, who was waving and cheering for her best friend as well. She seemed to be advancing towards him for some reason- _OH!_

Realizing what he was meant to be doing, he flew into the middle with Ditzy, launching himself into the final spin, with a bright rainbow arching over them. The music slowly faded, and the crowd started cheering again. Rarity and all of the now unconscious Wonderbolts had been safely lowered onto the clouds. _Everything is perfect. _

"You did it, Rainbow Dash!" Ditzy exclaimed.

"I... did." she replied, seemingly not quite believing the events she'd just created. "I did!"

"And in doing so," Rarity interjected, "you saved my life!"

"Oh yeah, that too." she said, chuckling. "Best day ever!"

After the crowd had died down, Ditzy, The Doctor, RD and Rarity were taken back to the rest of the group. On the way through, the beige pegasus from earlier, whose name had turned out to be Lucy, had congratulated them on what she called "a truly spectacular performance. The best I've seen in a long while."

"Now, before we go anywhere else", Rarity said when they were all standing together, "I want to apologize to all of you for getting so carried away with my..." She paused, sniffling. "...beautiful wings. I guess I just lost my head."

The whole group was very forgiving. "It's OK." said Fluttershy.

"Oh, don't worry about it kiddo." Applejack reassured her.

"We still love you." added Pinkie Pie.

"We all make mistakes." The Doctor added. "You just need to keep calm and carry on."

"Doctor," Rarity resumed, "I'd especially like to say sorry to you... I saw how fast you were flying back there- if you were just a milisecond quicker-"

He cut her off almost immediately. "Oh, that's no problem. I quite enjoyed all that speed!"

"Well, that's good. And, Rainbow Dash," she said, turning to her friend, " I'm especially sorry that I was so thoughtless as to jump into the contest at the last minute after you had worked so hard to win it. Can you ever ever forgive me?"

"Sure I can." she replied calmly. "Everything turned out alright, right you guys?" She looked to the rest of the group, who nodded in agreement.

She sighed. "I...I just wish I could have met the Wonderbolts when they were awake." she added sadly.

Suddenly, a familar group of pegasi in blue uniform appeared behind them. Rainbow Dash gasped, and went into some sort of strange, but incredibly humourous fangirl mode, which The Doctor had only ever ecountered once before, when he'd seen Ditzy confronted with a whole table of muffins.

"So," she said, "you're the little pony who saved our lives. We really wanted to meet you, and say thanks."

Rainbow Dash continued her squealing.

An overbearing shadow cast itself over the group. It could only be-

"Princess." Twilight Sparkle greeted her with a warm smile, and was replied to in the same way.

"Hello, my faithful student," she replied happily, "and hello to your friends too."

"Princess Celestia," Rarity said humbly, "I am sorry I ruined the competition. Rainbow Dash here really is the best flyer in Equestria."

Rainbow wasn't listening, and so Ditzy blushed on her behalf.

"I know she is, my dear." the Princess replied wisely. "That's why for her incredible act of bravery, and her spectacular sonic rainboom, I'm presenting the grand prize for best young flyer to this year's winner, Miss Rainbow Dash!"

The crowd once again roared. Rainbow Dash began bouncing around with glee. "Hey, that's my job!" Pinkie Pie declared.

Everypony seemed to be happy- except for one. The Doctor had his head drooped, and his eyes conveyed none of the bright sparks of intelligence he had shown from every moment up until now. As always, Ditzy was the first to notice.

"Doctor, what's wrong?" she asked. It was the second time she'd asked that question today, but this time her tone of voice was much more serious, as she now had no doubt about his situation.

"I lost." he replied angrily. "I _hate _losing."

Ditzy had to force back a gasp. He was directly quoting Dash. "Doctor..." she began.

Before she was able to start properly reasoning, however, she was stopped by the Princess herself. "Oh, I almost forgot," she said in a cheerful, almost carefree tone, "For this year's Best Young Flyers Competition, I have personally decided to add a brand new category- known as Special Mentions."

Everypony in the stadium, even Rainbow Dash, stopped what they had been doing and looked towards her.

"And it is with great pleasure," she announced, "that I can jointly award the first ever Special Mention to- Doctor Whooves and Miss Ditzy Doo!"

The Doctor punched the air, shooting upwards into the sky, crying out victoriously. "WOOOOHOOOO! I WOOOOOON! YAAAAAAAAAAAAAAY!"

Ditzy looked to him sarcastically.

He coughed, before correcting himself- "We won."

His companion flew up to him. "Hey, does anypony have a hat I celebrate with?" he asked the entire stadium.

"Here, ya can have mine!" Applejack called, taking hers' off and tossing it up to him.

He caught it with one of his hooves, gazing at it with amazed eyes. "A Stetson!" he said, not believing what he was seeing. "How could I not have noticed that before?" He threw it upwards, manipulating it so it landed perfectly on top of his head.

"We did it, Derpy!" he cried out again, so loud that his voice radiated across the stadium.

Ditzy stopped celebrating, staring at The Doctor with bright yellow eyes.

"What?" he asked, still spinning and twirling as if he hadn't noticed anything.

"Doctor... you called me by my nickname..." she explained.

"Well, why wouldn't I?" he retorted. "You are my number 1 pony companion, after all-"

He was stopped mid sentence, by Derpy hugging him tightly. "Oh, Doctor!" she said once again, seemingly overcome with joy at her new position in his heart.

"I take it you're both very happy at the outcome of your day?" the Princess asked.

"Indeed we are!" The Doctor replied, still spinning Derpy around freely.

Celestia sighed, her head turning downwards. "Is something wrong, Your Majesty?" one of her guards asked.

"Doctor, I have some grave news to report to you." she said.

He gasped. "Oh God. Has something happened to Amy? Rory? River?"

His mouth was plugged, and then quickly unplugged, by Derpy's hoof. She glared at him, and he got the message immediately. "Sorry, Your Majesty." he said, bowing his head apologetically.

His mouth was plugged, and then quickly unplugged, by Derpy's hoof. She glared at him, and he got the message immediately. "Sorry, Your Majesty." he said, bowing his head apologetically.

"There is no need to apologize, my dear." The Princess said. "In fact, it is I that should be apologizing to _you_ for having to force you into such a difficult choice."

"What do you mean?" The Doctor asked curiously.

"Doctor, as you know, and as was told in many of Equestria's books, you came to our noble land as an earth pony."

"That is correct..." he replied, glancing at each of his friends.

"Today, I witnessed how you very nearly sacrificed your title- and your own life- to save Miss Rarity." she continued. "That was very noble of you."

He blushed, looking over to the unicorn, who was waving at him with her hoof.

"In addition," Celestia added, "Even before you came to Equestria, you were in possession of a truly glorious transportation device, arguably more innovative than even Twilight's balloon. Would you mind telling everypony what it's called?"

"Why, you are talking about the TARDIS, Your Majesty." he answered proudly. "Time And Relative Dimensions In Space."

"Very good." the Princess replied with a smile. "And, for my final point, I'd like to speak to your companion, Miss Ditzy Doo- if you don't mind me calling you that, my dear."

"Oh, of course not, Princess!" Derpy replied, lurching over into a full bow.

"Now, Ditzy- or, Derpy, as you are known by many of your friends," she began, "How long have you been travelling with the Doctor?"

"Um, well, it must be 3 months, at least!" she replied nervously. She'd never come anywhere close to royalty before.

"And, do you enjoy travelling with him?" the Princess asked again.

"Oh, very much so!" Derpy replied, smiling at her friends and trying not to think about why Celestia was asking so many questions.

"And, if The Doctor was to ever be, say, an earth pony or a unicorn," she resumed, "would you still care for him the same as you do now?"

"Of course I would!" Derpy answered.

"Why are you asking so many questions, Princess?" Twilight Sparkle enquired.

Celestia sighed again. "You see, my faithful student, after much consideration, I've decided that-"

She took a breath before continuing. "Maybe The Doctor would be better on the ground."

The whole group gasped.

"But Princess!" Derpy pleaded. "You can't take away his wings- I had so much fun today, really I did..."

"Derpy..." The Doctor said firmly, taking her hoof. "I feel the same way as you do, I had fun as well... but I agree with the Princess' decision."

"What?" the group said in unison.

"There is one thing I've learnt during my years of existence, human and pony, maybe it will help you all to understand Celestia's choice- sometimes, it's better to be content with what you've already got, than to wish for something you don't have."

"In short," Celestia added, "I think that The Doctor would have as good a life on the ground and in Ponyville, as he would in the skies of Cloudsdale."

"I guess that makes sense..." Derpy commented. "I mean, Fluttershy and Rainbow Dash spend a lot of time in Ponyville anyway, so we'd never be far from our friends..."

There was a brief break in conversation as everypony thought the impending change over.

"So," the Princess began again, "is everypony sure they want this to go ahead? I'd hate to go against anypony's wishes..."

"I think we're all fine." Twilight Sparkle replied. She seemed to be correct in her judgement- nopony seemed to be objecting.

"Very well." Celestia said. "Doctor, if you'd like to get into position. Oh, and by the way- just to reassure you, you'll still be able to stand on the clouds after you lose your wings- however, the spell will cease the moment you put one hoof in your TARDIS."

He nodded, reaching the middle of the cloud. The whole group was stood around him, with the Princess standing readiest to perform the spell.

She bent her head downwards, her horn glowing with a soft yellow light. He could see Derpy quivering, with fright, sadness, or perhaps the sheer disbelief that the one reminder of what was surely the best day of her life was about to disappear in front of her very eyes.

He could feel himself being lifted into the air as Fluttershy and Rainbow Dash each put a hoof on Derpy's shoulder. "Please don't cry..." he said quietly, hoping that somehow she'd listen. "I'll still be the same pony afterwards... I promise..."

As the light became blindingly bright, he was sure he could hear the devastated screams of his companion- but before he could truly decide whether they were real or just an illusion, he blacked out.

"W-what's happened to him?" asked Derpy.

"He must have been knocked out by the spell." Twilight explained. "Don't worry, he'll come round soon."

"Soon?" echoed Rainbow Dash. "Well, for me, _soon _isn't nearly the right amount of time. We can't just leave him here."

Twilight nodded, gazing off thoughtfully.

"OOH!" Derpy exclaimed suddenly, jumping up and down with delight. "I know what'll help him!" She reached into her bag, pulling out a large muffin, before bouncing over to The Doctor.

"Doctor..." she whispered, holding the muffin to his nose. "I have some muffins for you... blueberry, your favourite..."

Everything was quiet for a moment, before The Doctor's body moved slightly. "Did somepony say muffins? Gosh, I'm starving right now-"

"DOCTOR!" Derpy called, rushing over to him and hugging him tightly.

"Derpy?" he asked, opening his eyes fully. "Ugh, where was I? What was I doing?"

"You passed out." she explained, giggling. "I used the muffin to bring you round."

"Ah, it makes much more sense now." he replied, chuckling.

"It seems as if everything went as planned." Twilight commented happily.

"So, Doctor..." Derpy asked. "Do you wanna get back in the TARDIS now? Y'know, fly me off to some new, exciting, faraway planet?"

"What?" he replied. "Oh no, I wasn't thinking of doing that quite yet..."

He looked over to Rainbow Dash, who was talking with The Wonderbolts. "Hey Dash," he called, "Would you mind doing me a favour?"

"Sure!" she replied, turning around. "What did you have in mind?"

He bent over and whispered into her ear. Dash continued the chain by whispering into the ear of a flame-maned Wonderbolt, who Derpy recognised as Spitfire.

Once they had finished their conversation, Spitfire lifted her head and nodded. "Well, it's a slight bending of the rules, but I'm sure the Princess won't mind." She turned to Celestia, who nodded and smiled.

"Well, in that case," The Doctor said, "C'mon, everypony! Your day with the Wonderbolts has just begun!"

Everypony cheered, galloping off to join them. Derpy was about to rush off too, before hearing a familar voice from behind- Billy. "Uh, hey Derpy Hooves-"

"Ditzy-Doo!" Hoops corrected, shoving him hard.

"Oh! Uhh...sorry Ditzy." he continued. "Uhh, we just wanted to congratulate you on your performance."

"Those spins you did were awesome!" Hoops added.

"N'aww, thanks guys." Derpy replied.

"Look, we're really sorry we gave you such a hard time earlier on." Billy apologised.

"Oh, that's fine." Derpy said. "Don't worry about it- I don't tend to hold a grudge!"

"So, how about you teach us how to be graceful like you?" Billy asked. "Perhaps you could show us all those cool twirls you did?"

"Sorry boys..." Derpy answered. "But I've got a pretty packed rest of the day!"

She giggled, flying off towards the rest of her friends. She caught the Doctor's glance, and beamed at him. _Dashie was right, _she thought to herself. _This really has been the best day ever. _


End file.
